Breadroot Cooperative

Board of Directors monthly meeting minutes

Date: Monday, Nov 19, 2018

Allotted Time: 5-6:30 pm

Location: Co-op Mezzanine

Attendees: Lindsey Hays (President), Peter Fischer (BOD), Jennifer Benning (secretary), Jeffrey Thouron (GM), Kelsey Murray (BOD), Karen Psiaki (BOD), Elliott Warshaw (member owner), Dowell Caselli-Smith (Vice President: arrived 5:22 PM)

Absent: Karen Mielke (BOD), Dora Tilles (BOD), Jeanne Berry (BOD), Tom Berry (Treasurer)

Meeting called to order at 5:06 PM

  1. Approve agenda (2 min)  Approved
  2.  “How is everyone doing?” (3 min)
  3. Approve previous meeting’s minutes – Oct 2018 (2 min) Motion to approve minutes.  All approved.
  4. Coop member time (5 min)
  5. Board Calendar & Agenda  (25 min)
    1. Board Education Discussion (5 min)
      1. Pine Ridge Community Development and Coops

Lindsey will contact Craig Howe about the Lakota Lands and Identities Tour

  • Evaluate board compliance of policy D2: GM Accountability (5 min)
    • The executive committee proposes that the Breadroot Board of Directors is in compliance with policy D2 within a reasonable understanding of the policy and the board’s activities. Discussion that the BOD will review the GM’s job description in December to be in compliance with this policy.

Motion that the BOD is in compliance with Policy D2 in a reasonable interpretation of the policy.  All approved.

  • Proposed additions to policy manual (10 min)
    • Member/community development/engagement (5 min)
      • BOD volunteer activity in November or December? Discussion of options to include more of the membership.  The BOD would like to schedule this for spring or summer, since holidays are very busy. 
      • LH will write this month’s member engagement article
        • LH will write the article she forgot to write last month
  1. GM Items (15-min)
    1. GM Compliance Report: B1 – Financial Condition (10 min)
      1. The compliance report will not be reviewed in detail during the meeting. The GM will have time to discuss any component of the report he feels requires board discussion, so long as the discussion stays within the time limits defined in the agenda. Directors are expected to read and understand the report prior to the meeting and arrive ready to accept/reject the report submitted by the GM. Directors interested in discussing the coop’s finances and financial decisions in detail are welcome to schedule a separate meeting with members of the executive committee and/or Breadroot staff.  Discussion about Net income, which GM said is reported as an estimated percentage that includes an estimate of depreciation. 

Motion that the GM is in compliance with Policy B1 within a reasonable interpretation of the policy.  All approved. 

  1. Current events/external exposure report (5 mins)

GM reported that the coop has met $2 million in sales (required for NCG membership) and reported on the scheduled construction for East Boulevard. Plans include contingency plans to reduce expenses to combat sales losses.  NCG membership will help with reduced prices.  The GM plans to increase emergency funds in preparation.  Some discussion about the budget and projected sales growth for next year with respect to potential losses. Member ownership has grown to nearing 1600.  The next member owner appreciation day will be December 15.  

  1. Committee Items (38 minutes)
    1. Finance Committee report  – Lindsey to report on Tom’s behalf (10 min)  See the GM Summary Notes on Financial Statement. Finance committee approved the 12% projected growth for 2019 in the budget, with the caveat that it will need to be carefully monitored during East Blvd construction. 
    2. 2019 budget – vote to accept/reject (15 min) Note that the budget was discussed and recommended by the Finance Committee. Budget included a new line for BOD consulting, potentially for an HR audit or other external audits as the coop grows. Dividends will be lower than expected, but the committee discussed that this is not the purpose of the coop, since our main purpose is to keep money in the community and support the local community. Motion to accept the budget.  5 approved; 1 opposed.  Motion carried.   
    3. Executive committee report (3-min)
      1. Thank you to everyone who attended the board retreat, and thanks to our hosts!  Bylaws reference notice by mail, but GM noted that the membership application includes an email and option to receive notifications via email.  GM noted that if a member does not check that option, notices are sent via mail.

Lindsey reported on the Small and Strong Conference.

  1. Nominating & Recruitment Committee report (5 min) – Karen P.  

Karen P discussed a potential new BOD member, Elliott Warshaw (in attendance). BOD discussed and encouraged the committee to inquire with interested members about their interests in serving on a committee without serving as a full BOD member.

  1. Board Development Committee report (5-min) – Dora
    1. Next CBL 101 in the Twin Cities is 1/12/19 Karen P intends to attend. 

Meeting adjourned at 6:12 PM

  • Next meetings
    • Executive committee meeting: Monday Dec 10, 3:30-4:30 pm
    • Finance committee meeting: Monday, Dec 10, 4:30-5:45 pm
    • General Board meeting: Monday, Dec 17th, 5-6:30 pm